- Filing of certain prospectuses and communications in connection with business combination transactions (425)
17 Dezember 2008 - 7:42PM
Edgar (US Regulatory)
Filed by Rusoro Mining Ltd.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Gold Reserve Inc.
Commission File Number: 333-156117
Date: December 17, 2008
RUSORO MINING LTD. OFFER TO PURCHASE
ALL OF THE OUTSTANDING
EQUITY OF GOLD RESERVE INC.
CUSIP: 380 68N 108
**VERY
IMPORTANT REMINDER**
TENDER TODAY
Rusoro Mining Ltd. (
Rusoro
or the
Offeror
), has
made an offer (the
Offer
) to
purchase all of the issued and outstanding Class A common shares (the
Gold Reserve Shares
) of Gold Reserve Inc. (
Gold Reserve
), and all of the issued and outstanding equity
units (the
Gold Reserve
Equity Units
and together with the Gold Reserve Shares, the
Gold Reserve Equity
) of Gold Reserve, and including any
Gold Reserve Equity that may become issued and outstanding after the date of
this Offer but prior to the Expiry Time upon the conversion, exchange or
exercise of any securities of Gold Reserve (other than the SRP Rights, as
hereinafter defined) that are convertible into or exchangeable or exercisable
for Gold Reserve Equity, together with the associated rights (the SRP Rights)
issued under the Shareholder Rights Plan of Gold Reserve.
Each holder of Gold
Reserve Equity will receive three common shares of Rusoro (each a Rusoro
Share) for each Gold Reserve Share or Gold Reserve Equity Unit properly
deposited under the Offer, subject to adjustments for fractional shares.
The Offer will be open for
acceptance until 12:00 Midnight Eastern Time, at the end of January 21, 2009,
unless the Offer withdrawn or extended.
Based on the closing price of the
Rusoro Shares on the TSX Venture Exchange (TSXV) on December 12, 2008,
the Offer represents a premium of approximately 140% over the closing price of the
Gold Reserve Shares on the Toronto Stock Exchange (TSX) for the same date.
Based on the volume-weighted
average price of the Rusoro Shares on the TSXV for the 30 trading days ended December 12,
2008, the Offer represents a premium of
approximately 209% over the volume-weighted average price of the Gold Reserve
Shares on the TSX for the same period.
CDS has requested that all
tenders be submitted to them before
7:00p.m. (Toronto time) on January 21,
2009
For assistance in tendering your Gold Reserve
Equity, please contact:
Jeffery Carrabs
Account Executive
416-874-0328
MORE
INFORMATION AND WHERE TO FIND IT:
This notice
does not constitute an offer to buy or an invitation to sell, any of the
securities of Rusoro or Gold Reserve. Such an offer may only be made
pursuant to a registration statement and prospectus filed with the U.S.
Securities and Exchange Commission (the SEC) and an offer to purchase and
circular filed with Canadian securities regulatory authorities. Rusoro
has filed with the SEC a Registration Statement on Form F-10, a Tender
Offer Statement on Schedule TO and other documents and information,
and expects to mail an Offer and Circular (which is filed as an exhibit to the
Registration Statement and Tender Offer Statement) to Gold Reserve
Equityholders concerning the Offer and the proposed combination of Rusoro and
Gold Reserve. GOLD RESERVE EQUITYHOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, THE
TENDER
OFFER STATEMENT AND OFFER AND CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
and Gold Reserve Equityholders may obtain the documents free of charge at
the SECs website, www.sec.gov. In addition, documents filed with the SEC
by Rusoro are available free of charge from Rusoro. You should direct requests
for documents to the Corporate Secretary, Rusoro Mining Ltd., Suite 2164,
1055 Dunsmuir Street, Vancouver, British Columbia V7X 1B1, telephone
(604) 632-4044.
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